8-K/A 1 form8-ka.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

 

FORM 8-K/A

 

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): October 29, 2019

 

 

 

Bright Mountain Media, Inc.

(Exact name of registrant as specified in its charter)

 

Florida   000-54887   27-2977890

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

6400 Congress Avenue, Suite 2050, Boca Raton, Florida   33487
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code:   561-998-2440

 

not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
None   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

  Emerging growth company [X]

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

   
 

 

Explanatory Note

 

On August 20, 2019 Bright Mountain Media, Inc., (OTCQB: BMTM), a digital media holding company whose primary focus is connecting brands with consumers as a full advertising services platform, announced today that effective August 15, 2019, it closed the previously announced Share Exchange Agreement and Plan of Merger (the “Merger”) to acquire Slutzky & Winshman Ltd. d/b/a/ S&W Media Group (“S&W”) in a cash and stock transaction.

 

This Amendment No. 1 on Form 8-K/A is being filed to amend Item 9.01(a) and (b) of the Current Report on Form 8-K that Bright Mountain Media filed with the Securities and Exchange Commission (“SEC”) on August 20, 2019 regarding the completion of its acquisition of S&W to include the historical financial statements of S&W required by Item 9.01(a) of Form 8-K and the pro forma financial information required by Item 9.01(b) of Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Financial Statements of Businesses Acquired

 

The audited financial statements of S&W as of and for the year ended December 31, 2018, together with the notes related thereto and the Report of Independent Registered Public Accounting Firm thereon, and unaudited financial statements of S&W as of and for the six-month period ended June 30, 2019, are filed as Exhibits 99.1 and 99.2, respectively, to this Form 8-K/A and incorporated by reference herein.

 

(b) Pro Forma Financial Information

 

The unaudited pro forma financial information for Bright Mountain Media, after giving effect to the acquisition of S&W and adjustments described in such pro forma financial information, is attached hereto as Exhibit 99.3 and incorporated by reference herein.

 

(d) Exhibits

 

Exhibit

No.

  Description
     
99.1   Audited consolidated financial statements of S&W as of December 31, 2018 and for the year ended December 31, 2018 and the notes related thereto and the Report of Independent Registered Public Accounting Firm thereon.
     
99.2   Unaudited condensed consolidated financial statements of S&W as of June 30, 2019 and for the six-month period ended June 30, 2019 and the notes related thereto.
     
99.3   Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2019 and the Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2019 and for the year ended December 31, 2018, giving effect to the acquisition of S&W

 

   
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

  Bright Mountain Media, Inc.
     
Date: October 29, 2019 By: /s/ Alan Bergman
  Name: Alan Bergman
  Title: Chief Financial Officer